Non-Qualified Stock Options expire the earlier of the stated Expiration Date or 90 days after the Reporting Person ceases to be a Director of the Corporation.

(3)

In addition, since the Reporting Person's last report, no shares were acquired pursuant to the dividend reinvestment feature of the Plan.

(4)

Regarding Table II, Column 8, Price of Derivative Security, for PSU, a blank or a price of $0 appears in this column. Nonetheless, upon each deferral of annual retainer or meeting fees, the Reporting Person's account is credited with a number of PSU equal to the number of shares of HTSI that would have an aggregate fair market value (determined as of the date such retainer or fees would have been paid) equal to the amount of such retainer or fees.

(5)

-Phantom Stock Units (PSU) - were acquired under the Harris Teeter Supermarkets, Inc. Director Deferral Plan (Plan).
The Date Exercisable and Expiration Date for grants under the Plan are left blank, as suggested by the SEC. When a participant ceases to be a member of the Board of Directors, the participant's PSU account will be settled in cash or Harris Teeter Supermarkets, Inc. Common Stock (HTSI) on a one-for-one basis in the Compensation Committee's discretion. Payment of the account, in HTSI or cash shall be on the date 90 days following the date the Reporting Person ceases to be a member of the Board of Directors. Each PSU represents a share of HTSI. A participant in the Plan may not be paid any portion of their PSU account prior to the participant's termination of service as a member of the Board of Directors.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.